Neiman Marcus 2008 Annual Report Download - page 618

through examination of, publicly available records or products; (iv) is required to be disclosed by Applicable Law; provided that the
Party subject to such Applicable Law shall use reasonable efforts to avoid such disclosure and notify the other Party of any such use or
requirement prior to disclosure of any Confidential Information obtained from the other Party in order to afford such other Party an
opportunity to seek a protective order to prevent or limit disclosure of the Confidential Information to third Parties; provided, further,
that such information shall be disclosed only to the extent required by such Applicable Law and shall otherwise remain Confidential
Information; or (v) is developed by NMG or Bank, as the case may be, without the use or knowledge of any proprietary, non-public
information provided by the other Party under, or otherwise made available to such Party as a result of, this Agreement. Nothing
herein shall be construed to permit the Receiving Party (as defined below) to disclose to any third party any Confidential Information
that the Receiving Party is required to keep confidential under Applicable Law.
(c) The terms and conditions of this Agreement and the Marketing Plan and all of the items referred to in clauses (A) through
(B) of Section 13.1(a) shall each be the Confidential Information of NMG and Bank and each of the Parties to this Agreement shall be
deemed to be a Receiving Party of each of them; provided, however, that the terms of this Agreement may be filed by either Party
with any Governmental Authority (including public filings with the Securities and Exchange Commission) to the extent required by
Applicable Law.
(d) If the NMG Companies, on the one hand, or Bank, on the other hand, receives Confidential Information of the other Party
("Receiving Party"), the Receiving Party shall do the following with respect to the Confidential Information of the other Party
("Disclosing Party"): (i) keep the Confidential Information of the Disclosing Party secure and confidential; (ii) treat all Confidential
Information of the Disclosing Party with the same degree of care as it accords its own Confidential Information, but in no event less
than a reasonable degree of care; and (iii) implement and maintain commercially reasonable physical, electronic, administrative and
procedural security measures, including commercially reasonable authentication, access controls, virus protection and intrusion
detection practices and procedures.
13.2 Use and Disclosure of Confidential Information.
(a) Each Receiving Party shall use and disclose the Confidential Information of the Disclosing Party only for the purpose of
performing its obligations or enforcing its rights with respect to the Program or as otherwise expressly permitted by this Agreement,
and shall not accumulate in any way or make use of such Confidential Information for any other purpose.
(b) Each Receiving Party shall: (i) limit access to the Disclosing Party's Confidential Information to those employees, authorized
agents, vendors, consultants, service providers, accountants, advisors and subcontractors who have a reasonable need to access such
Confidential Information in connection with the Program, the sale of Program Assets or other assets of NMG and its Affiliates or the
establishment of a new Credit Card or other program or arrangement for an NMG Company, in each case in accordance with the terms
of this Agreement, and (ii) ensure that any Person with access to the Disclosing Party's Confidential Information agrees to be bound
by a confidentiality agreement containing the restrictions set forth in this Article XIII.
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